1. Tax Matters: Detailed tax provisions when the exchange has significant tax implications or requires specific tax treatment

2. Employee Matters: Provisions dealing with employees when the exchange affects employment arrangements or benefit plans

3. Intellectual Property: Special provisions for intellectual property rights when IP is a significant aspect of the transaction

4. Environmental Matters: Specific provisions when environmental liabilities are a concern

5. Competition Compliance: Additional provisions when the transaction requires competition law approval

6. Transition Services: Terms governing post-closing services between the parties

7. Earnout Provisions: Detailed mechanics for calculating and paying earnouts if part of the consideration is contingent

8. Foreign Investment Provisions: Additional terms when the transaction involves foreign investment review

1. Schedule of Exchanged Shares: Detailed list of shares being exchanged, including share certificates numbers and shareholder information

2. Disclosure Schedule: Exceptions and qualifications to the representations and warranties

3. Financial Statements: Relevant financial statements of the companies involved

4. Material Contracts: List and copies of material contracts affecting the transaction

5. Required Consents: List of third-party consents required for the transaction

6. Encumbrances: List of any liens or encumbrances on the shares being exchanged

7. Corporate Documents: Copies of relevant corporate documents including articles and bylaws

8. Closing Checklist: List of all documents and actions required for closing

9. Form of Share Certificates: Forms of new share certificates to be issued

10. Tax Elections: Forms and procedures for any required tax elections